As Filed With The Securities And Exchange Commission On March 3, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE CHASE MANHATTAN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-2624428
-------- ----------
(State or Other Jurisdiction (IRS Employer Identification Number)
of Incorporation or Organization)
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
(212) 270-6000
(Address of Principal Executive Offices)
The Chase Manhattan Corporation
401(k) Savings Plan of The Chase Manhattan Bank
(formerly the Chemical Savings Plan)
(Full Title of the Plan)
Anthony J. Horan, Corporate Secretary
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
(212) 270-6000
(Name and Address of Agent for Service)
Copies of All Communications to:
Neila B. Radin, Esq.
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
(212) 270-6000
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Maximum Aggregate
Title of Securities Amount to be Offering Price Offering Amount of
to be Registered Registered Per Share(1) Price(1) Registration Fee
- ------------------- ------------ -------------- -------- ----------------
Common Stock 5,000,000 shrs $ 76.8125 $384,062,500 $101,393
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share and the proposed maximum aggregate
offering price are estimated solely for the purpose of calculating the
registration fee and are based upon the average of the high and low sale
price of the common stock on February 25, 2000.
<PAGE>
Explanatory Note
This Registration Statement is solely for the registration of
additional shares of common stock of The Chase Manhattan Corporation for
issuance under the 401(k) Savings Plan of The Chase Manhattan Bank (the "Plan").
Therefore, pursuant to General Instruction E to Form S-8, the contents of the
earlier registration statement relating to the Plan (No. 333-01776) are
incorporated by reference into this Registration Statement.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8 (File No. 333-07941) of The Chase
Manhattan Corporation).
4.2 Certificate of Amendment of Restated Certificate of Incorporation of
The Chase Manhattan Corporation (incorporated by reference to Exhibit
3.2 to the Registration on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
4.3 Certificate of Designations of Fixed/Adjustable Rate Noncumulative
Preferred Stock of The Chase Manhattan Corporation (incorporated by
reference to Exhibit 3.3 to Registration Statement on Form S-3 (File
No. 333-56573) of The Chase Manhattan Corporation).
4.4 By-laws of The Chase Manhattan Corporation, as amended through June 1,
1999 (incorporated by reference to Exhibit 4.4 to the Registration
Statement on Form S-8 (File No. 333-92217) of The Chase Manhattan
Corporation.).
5 Opinion of counsel as to validity of the Shares of Common Stock to be
issued.
23.1 Consent of auditors.
23.2 Consent of counsel (included in Exhibit 5).
24 Powers of Attorney.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York, State of New York, on the 3rd day of
March, 2000.
THE CHASE MANHATTAN CORPORATION
By: /s/Anthony J. Horan
-------------------------------
Anthony J. Horan
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
* Chairman of the Board, March 3, 2000
- ------------------------------ Chief Executive Officer
William B. Harrison, Jr. and Director
(Principal Executive
Officer)
* Director March 3, 2000
- ------------------------------
Hans W. Becherer
* Director March 3, 2000
- ------------------------------
Frank A. Bennack, Jr.
* Director March 3, 2000
- ------------------------------
Susan V. Berresford
* Director March 3, 2000
- ------------------------------
M. Anthony Burns
<PAGE>
* Director March 3, 2000
- ------------------------------
H. Laurance Fuller
* Director March 3, 2000
- ------------------------------
Melvin R. Goodes
* Director March 3, 2000
- ------------------------------
William H. Gray III
* Director March 3, 2000
- ------------------------------
Harold S. Hook
* Dirctor March 3, 2000
- ------------------------------
Helene L. Kaplan
* Director March 3, 2000
- ------------------------------
Henry B. Schacht
* Director March 3, 2000
- ------------------------------
Andrew C. Sigler
* Director March 3, 2000
- ------------------------------
John R. Stafford
* Director March 3, 2000
- ------------------------------
Marina v.N. Whitman
* Vice Chairman Finance March 3, 2000
- ------------------------------ and Risk Management
Marc J. Shapiro (Principal Financial
Officer)
* Executive Vice President March 3, 2000
- ------------------------------ and Controller
Joseph L. Sclafani (Principal Accounting
Officer)
- ----------
* Anthony J. Horan hereby signs this Registration Statement on Form S-8 on
March 3, 2000 on behalf of each of the indicated persons for whom he
is attorney-in-fact pursuant to a power of attorney filed herein.
By: /s/Antony J. Horan
---------------------------------
Anthony J. Horan
Corporate Secretary
<PAGE>
EXHIBIT INDEX
-------------
4.1 Restated Certificate of Incorporation of The Chase Manhattan
Corporation (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8 (File No. 333-07941) of The Chase
Manhattan Corporation).
4.2 Certificate of Amendment of Restated Certificate of Incorporation of
The Chase Manhattan Corporation (incorporated by reference to Exhibit
3.2 to the Registration on Form S-3 (File No. 333-56573) of The Chase
Manhattan Corporation).
4.3 Certificate of Designations of Fixed/Adjustable Rate Noncumulative
Preferred Stock of The Chase Manhattan Corporation (incorporated by
reference to Exhibit 3.3 to Registration Statement on Form S-3 (File
No. 333-56573) of The Chase Manhattan Corporation).
4.4 By-laws of The Chase Manhattan Corporation, as amended through June 1,
1999 (incorporated by reference to Exhibit 4.4 to the Registration
Statement on Form S-8 (File No. 333-92217) of The Chase Manhattan
Corporation.).
5 Opinion of counsel as to validity of the Shares of Common Stock to be
issued.
23.1 Consent of auditors.
23.2 Consent of counsel (included in Exhibit 5).
24 Powers of Attorney.
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
The Chase Manhattan Bank Neila B. Radin
Legal Department Senior Vice President and
270 Park Avenue Associate General Counsel
New York, New York 10017-2070
March 3, 2000
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
Re: Registration Statement on Form S-8
Dear Sirs:
I have acted as counsel to The Chase Manhattan Corporation, a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-8 (the "Registration Statement") being filed by the Company on the date
hereof with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), with respect to 5,000,000 shares of Common Stock,
$1 par value per share, of the Company (the "Shares"), that may be issued
pursuant to the 401(k) Savings Plan of The Chase Manhattan Bank (the "Plan").
In so acting I have examined originals, or copies certified or otherwise
identified to my satisfaction, of such documents, corporate records and other
instruments as I have deemed necessary or appropriate for the purposes of this
opinion. Based upon the foregoing, I am of the opinion that when the
Registration Statement has become effective under the Act and the Shares are
issued in accordance with the terms of the Plan, the Shares will be duly
authorized, validly issued and fully paid and non-assessable shares of the
Company's Common Stock, $1 par value per share.
I hereby consent to the use of this opinion for filing with the
Registration Statement as Exhibit 5 thereto. In giving such consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/Neila B. Radin
--------------------------
Neila B. Radin
Senior Vice President and
Associate General Counsel
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated January 19, 1999, relating to the
consolidated financial statements, which appears in The Chase Manhattan
Corporation's Annual Report on Form 10-K for the year ended December 31, 1998.
/s/PricewaterhouseCoopers LLP
- -----------------------------
New York, NY
March 1, 2000
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/Hans W. Becherer
-------------------------------
Hans W. Becherer
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/Frank A. Bennack, Jr.
-------------------------------
Frank A. Bennack, Jr.
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/Susan V. Berresford
-------------------------------
Susan V. Berresford
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/M. Anthony Burns
-------------------------------
M. Anthony Burns
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/H. Laurance Fuller
-------------------------------
H. Laurance Fuller
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/Melvin R. Goodes
-------------------------------
Melvin R. Goodes
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/William H. Gray, III
-------------------------------
William H. Gray, III
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/Harold S. Hook
-------------------------------
Harold S. Hook
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/Helene L. Kaplan
-------------------------------
Helene L. Kaplan
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/Henry B. Schacht
-------------------------------
Henry B. Schacht
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/Andrew C. Sigler
-------------------------------
Andrew C. Sigler
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/John R. Stafford
-------------------------------
John R. Stafford
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/Marina v.N. Whitman
-------------------------------
Marina v.N. Whitman
Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/William B. Harrison, Jr.
-------------------------------
William B. Harrison, Jr.
Chairman of the Board,
Chief Executive Officer
and Director
(Principal Executive Officer)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/Marc J. Shapiro
-------------------------------
Marc J. Shapiro
(Principal Financial Officer)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/Joseph L. Sclafani
-------------------------------
Joseph L. Sclafani
Controller
(Principal Accounting Officer)
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), hereby constitutes and appoints,
WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN
C. WILMOT and ANTHONY J. HORAN, and each of them severally, his or her true and
lawful attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution for and on behalf
of him or her and in his or her name, place and stead, in any and all
capacities, to perform any and all acts and do all things and to execute any and
all instruments which said attorneys-in-fact and agents and each of them may
deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of shares of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation pursuant to resolutions adopted by the Board of
Directors of the Corporation on January 18, 2000, authorizing the preparation
and filing of one or more registration statements on Form S-8 or such other Form
or Forms as are then appropriate for the registration of Common Stock issuable
pursuant to the Corporation's long-term incentive plan and other stock option
plans, the Corporation's employee stock purchase plan, the qualified savings or
thrift plan and non-qualified deferred compensation plan or other employee
benefit plan or plans in which employees of the Corporation or any of its
subsidiaries may participate, including without limiting the generality of the
foregoing, power and authority to sign such registration statement, and any and
all amendments, including post-effective amendments, supplements and exhibits
thereto (collectively, the "Registration Statement") to be filed with the SEC,
and to sign any and all instruments or documents to be filed as a part of or in
connection with such Registration Statement or any and all amendments thereto,
whether such instruments or documents are filed before or after the effective
date of such Registration Statement, to file such Registration Statement so
signed, together with any and all instruments or documents to be filed as a part
of or in connection with such Registration Statement, with the SEC, and to
appear before the SEC in connection with any matter relating thereto, hereby
granting to such attorneys-in-fact and agents, and each of them, full power to
do and perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of March 3, 2000.
/s/Dina Dublon
-------------------------------
Dina Dublon
Chief Financial Officer
